On 27 November 2019, the Directive (EU) 2019/2121 of the European Parliament and of the Council amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions ("Mobility Directive") was adopted. The Mobility Directive amends the so-called Consolidated Company Law Directive (Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law ("CLD"), OJ L 169).
The Mobility Directive became effective on 1 January 2020. It harmonizes the existing legal framework for cross-border mergers and, for the first time, includes codifications on cross-border divisions and conversions (i.e. cross-border changes of legal form).
The implementation deadline ended on 31 January 2023. However, not all EU Member States have implemented the Mobility Directive to date. While 21 of the 27 EU Member States have already fully transposed the Mobility Directive into national law, four other EU Member States only have a draft law. Bulgaria and Cyprus have yet to draft an implementation act.
In particular, the new rules on cross-border mergers are of interest to the financial sector. Cross-border mergers have been often used in the past to streamline the group structure of financial services business by merging local licensed entities with their parent entity and making use of the European passport allowing the newly created local branches to operate under the parent’s license. Also, cross-border divisions can be of interest to financial services businesses as they allow to transfer business units or asset portfolios cross-border without requiring any customer consent. This division tool was previously only available under local national law, so that such business or asset transfers had only limited prospects of being recognized in other member states.
In order to provide (legal) practitioners with a practical reference tool that sets out the specific details of each Member State's transposition law, we have prepared a Cross-Jurisdictional Guide on the Implementation of the Mobility Directive, which you can access here.
This guide provides an overview of the status of the implementation of the Mobility Directive throughout the EU. For this purpose, it summarizes the key aspects of the Mobility Directive and describes the implementation status and particularities thereof for each individual EU Member State. To the extent that the implementation is in line with the Mobility Directive, the individual country reports refer to the summary of the key aspects of the Mobility Directive. Where the implementation deviates from the Mobility Directive or makes use of a permitted optionality, the individual country reports describe these deviations in more detail.
The analysis for the individual EU Member States can be accessed by selecting a country from the map or by selecting “countries” for a drop-down list. The menu also allows to compare the implementation status in two or more EU Member States.